EMPLOYMENT AGREEMENT, dated as of January 1, 1999 (the "Agreement"),
     between Netgateway, Inc., a corporation organized under the laws of the
     State of Nevada (the "Company"), Netgateway, a corporation organized
     under the laws of the State of Nevada and a wholly owned subsidiary of
     the Company (the "Employer") and Hanh Ngo (the "Executive").

------------------------------------------------------------------------------

     The Company and the Employer desires to retain the Executive to supply
services to the Company and the Employer, and the Executive desires to
provide the services to the Company and the Employer, on the terms and
subject to the conditions set forth in this Agreement.

     In consideration of (i) the Executive's agreement to supply the services
under this Agreement and (ii) the mutual agreements set forth below, the
sufficiency of which is hereby acknowledged, the Company, the Employer and
the Executive agree as follows:

     1.       SERVICES; TERM.

     (a)      The Employer hereby employs the Executive, and the Executive
hereby agrees to be employed by the Employer, as Executive Vice President --
Operations of the Employer, and the Executive will use his best efforts to
perform services for the Employer in accordance with directions given to
Executive from time to time by the Board of Directors of the Company (the
"Board").

     (b)      The Executive shall participate in the operation of the
business of the Employer (the "Business"), and assume and perform all duties
and responsibilities consistent with his title and position (the "Services")
as from time to time requested by the Employer.

     (c)      The Executive shall be employed for the period commencing on
the date of this Agreement (the "Effective Date") and ending on December 31,
2001, unless sooner terminated pursuant to the provisions of this Agreement
(such period being referred to as the "Employment Period"); provided,
however, that on the second anniversary of the Effective Date (and on each
succeeding anniversary of the Effective Date during the Employment Period),
the Employment Period shall automatically be extended by an additional year
(unless the Company, the Employer or Executive shall give the other at least
120 days' notice to the contrary).

     2.       PERFORMANCE BY EXECUTIVE.  During the Employment Period, the
Executive shall devote all of his business time, attention, knowledge and
skills



<PAGE>

to, and use his best efforts to perform, the Services and shall
promote the interests of the Employer in carrying out the Services.  Other
than the restrictions contained in Sections 5 and 6 of this Agreement,
nothing herein shall be deemed to preclude the Executive from continuing to
serve on the board of directors of any business corporation or any charitable
organization on which he now serves or, subject to the prior approval of the
Board, from accepting appointment to additional boards of directors, provided
that such activities do not materially interfere with the performance of
Executive's duties hereunder.

     3.       COMPENSATION AND BENEFITS.  During the Employment Period:

     (a)      BASE COMPENSATION.  As compensation for the Services, the
Company shall pay Executive an annual base salary at the rate of $135,000 per
year or such higher amount as the Company's Compensation Committee (the
"Committee") may from time to time determine (the "Base Salary"), payable in
accordance with the Employer's payroll practices..  The Base Salary shall be
increased (but not decreased) for cost of living adjustments, and subject to
discretionary increase, as determined by an annual review by the Committee on
or prior to each anniversary of the Effective Date.

     (b)      PERFORMANCE BONUS  On or about July 31, 1999, Executive shall
be entitled to receive from the Company a performance bonus in the amount of
$25,000.  In addition, Executive shall be entitled to receive a performance
bonus in the amount of $12,500 in respect of the fiscal quarter of the
Company starting July 1, 1999 and ending September 30, 1999 if the Company
meets or exceeds the financial projections set forth as Exhibit A to this
Agreement (the "Projections") for such fiscal quarter.  Executive shall also
be entitled to receive a performance bonus in the amount of $12,500 in
respect of the fiscal quarter of the Company starting October 1, 1999 and
ending December 31, 1999 if the Company meets or exceeds the Projections for
such fiscal quarter.  For each succeeding calendar years during the
Employment Period commencing on January 1,2000, Executive shall be entitled
to participate in any annual bonus plan of the Company or the Employer and to
receive an annual performance bonus from the Company or the Employer in
accordance with the terms thereof.

     (c)      STOCK OPTIONS.  The Executive will be granted a number of
options pursuant to the Employer's 1998 Stock Option Plan (the "Options") to
purchase 664,000 shares of the common stock, par value $.01 per share, of the
Company, on terms and conditions to be embodied in separate agreements
between the Employer and the Executive.

     (d)      BENEFIT PLANS.  The Executive shall be entitled to receive
benefits from the Employer consistent with those in effect for the Employer's
senior executives, as those benefits are revised from time to time by the
Board of Directors of the Employer.  Except as specifically provided in this
Section 3, nothing contained herein is intended to require the Employer to
maintain any existing benefits or create any new benefits.

                                       2

<PAGE>

     (e)      VACATIONS AND HOLIDAYS.  The Executive shall be entitled to
vacation and paid holidays in accordance with the Employer's policy.

     4.       TERMINATION.

     (a)      DEATH OR DISABILITY.  If the Executive dies during the
Employment Period, the Employment Period shall terminate as of the date of
the Executive's death.  If the Executive becomes unable to perform the
Services for 180 consecutive days due to a physical or mental disability, (i)
the Employer may elect to terminate the Employment Period any time
thereafter, and (ii) the Employment Period shall terminate as of the date of
such election.  All disabilities shall be certified by a physician acceptable
to both the Employer and the Executive, or, in case the Employer and the
Executive cannot agree upon a physician within 15 days, then by a physician
selected by physicians designated by each of the Employer and the Executive.
The Executive's failure to submit to any physical examination by such
physician after such physician has given reasonable notice of the time and
place of such examination shall be conclusive evidence of the Executive's
inability to perform his duties hereunder.

     (b)      CAUSE.  The Company or the Employer, at its option, may
terminate the Employment Period and all of the obligations of the Company and
the Employer under this Agreement for Cause.  The Employer shall have "Cause"
to terminate the Executive's employment hereunder in the event of (i) the
Executive's conviction of, or plea of guilty or NOLO CONTENDERE to a felony,
(ii) the Executive's gross negligence in the performance of the Services,
which is not corrected within 15 business days after written notice, (iii)
the Executive's knowingly dishonest act, or knowing bad faith or willful
misconduct in the performance of the Services to the material detriment of
the Company, which is not corrected within 15 business days after written
notice, or (iv) the Executive's other material breach of his obligations
under this Agreement, which is not corrected within a reasonable period of
time (determined in light of the cure appropriate to such material breach,
but in no event less than 15 business days) after written notice.

     (c)      WITHOUT CAUSE.  The Company or the Employer, at its option, may
terminate the Employment Period without Cause at any time upon 30 days
advance written notice.

     (d)      TERMINATION BY EXECUTIVE FOR GOOD REASON.  The Executive may
terminate this Agreement upon 60 days' prior written notice to the Employer
for Good Reason (as defined below) if the basis for such Good Reason is not
cured within a reasonable period of time (determined in light of the cure
appropriate to the basis of such Good Reason, but in no event less than 15
business days) after the Employer receives written notice specifying the
basis of such Good Reason.  "Good Reason" shall mean (i) the failure of the
Employer to pay any undisputed amount due under this Agreement or a
substantial diminution in benefits provided under this Agreement, (ii) a
substantial diminution in status, position and responsibilities of the
Executive, or (iii) the Employer's other material breach of his obligations
under this Agreement.


                                       3
<PAGE>

     (e)      WITHOUT GOOD REASON.  The Executive, at his option, may
terminate the Employment Period without Good Reason at any time upon 30 days
advance written notice.

     (f)      PAYMENTS IN THE EVENT OF TERMINATION.  Upon the termination of
the Employment Period for death, disability, by the Executive without Good
Reason, or by the Employer for Cause, the Employer shall pay to the
Executive, or his estate, as the case may be, the Base Salary and Performance
Bonus earned to the date of death or termination for disability or Cause, as
the case may be.  In addition, all vested and unexercised Options shall
remain exercisable by the Executive for a period of 365 days.  Upon the
termination of the Employment Period by the Employer without Cause or by the
Executive for Good Reason, the Employer shall pay to the Executive (A) the
Base Salary and Performance Bonus earned to the date of such termination, and
(B) an additional amount in a lump sum in cash equal to the Base Salary at
the time of termination for a period beginning on the date of such
termination, and ending on the date that the Employment Period would have
ended pursuant to this Agreement had there been no termination of Executive's
employment, provided that in no event shall such period be less than twelve
months.  In addition, all vested and unexercised Options shall become and
remain exercisable by the Executive until the expiration date of the Options
pursuant to the Option Agreement.

     (g)      TERMINATION FOLLOWING A CHANGE IN CONTROL.  If, within the two
year period following a Change in Control (as defined below), (X) Executive's
employment is terminated by the Company or by the Employer for any reason
other than Executive's death or disability or for Cause, or (Y) Executive
terminates his employment for Good Reason, (i) the Company or the Employer
shall pay Executive as severance a lump sum amount equal to (A) two times the
sum of (1) Executive's then Base Salary plus (2) Executive's highest annual
Performance Bonus in the three year period immediately preceding such Change
in Control and (B) the present value of all other benefits otherwise payable
through the then remaining Employment Period under Sections 3(d) and 3(f) of
this Agreement, and (ii) all outstanding equity incentive awards shall
immediately vest, and Executive shall be entitled to receive a lump sum
amount equal to the "spread" on any then outstanding stock options or similar
awards held by Executive in exchange for the surrender and cancellation of
such awards.  A Change in Control shall be deemed to have occurred if any of
the following conditions shall have been satisfied:  (i) any "person" as such
term is used in Section 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (other than the Company; any trustee or
other fiduciary holding securities under an employee benefit plan of the
Company; or any company owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their ownership at such
time of stock of the Company), is or becomes after the Effective Date the
"beneficial owner" (as defined in Rules 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company (not included in the
securities beneficially owned by such person any securities acquired directly
from the Company) representing 35% or more of the combined voting power of
the Company's then outstanding securities, (ii) during any period of two

                                       4

<PAGE>

consecutive years (not including any period prior to the Effective Date),
individuals who at the beginning of such period constitute the Board of
Directors, and any new director (other than a director designated by a person
who has entered into an agreement with the Company to effect a transaction
described within this definition of Change in Control) whose election by the
Board of Directors or nomination for election by the Company's stockholders
was approved by a vote of at least two-thirds of the Board of Directors then
still in office who either were members of the Board of Directors at the
beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute at least a
majority thereof, (iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other entity and, in connection with
such merger or consolidation, individuals who constitute the Board of
Directors immediately prior to the time any agreement to effect such merger
or consolidation is entered into fail for any reason to constitute at least a
majority of the board of directors of the surviving corporation following the
consummation of such merger or consolidation, or (iv) the stockholders of the
Company approve (a) a plan of complete liquidation of the Company or (b) an
agreement for the sale or disposition by the Company of all or substantially
all the Company's assets.

     (h)      EXCISE TAX GROSS UP.  In the event any of the payments
hereunder shall become subject to the excise tax imposed under Section 4999
of the Internal Revenue Code of 1986, as amended (the "Code"), or any similar
or successor provision of federal, state or local law, the Company or the
Employer shall pay to Executive such additional amounts as may be necessary
to offset fully the tax effects of such excise tax or taxes, in accordance
with the procedures set forth in Exhibit B hereto.

     (i)      TERMINATION OF OBLIGATIONS.  In the event of termination of the
Employment Period in accordance with this Section 4, all obligations of the
Employer and the Executive under this Agreement shall terminate, except for
any amounts payable by the Employer as specifically set forth in Sections
4(f) 4(g) and 4(h) of this Agreement; PROVIDED, however, that notwithstanding
anything to the contrary in this Agreement, the provisions of Section 5 and
Section 6 shall survive such termination in accordance with their respective
terms, and the relevant provisions of Section 7 shall survive such
termination indefinitely.  In the event of termination of the Employment
Period in accordance with this Section 4, the Executive agrees to cooperate
with the Employer in order to ensure an orderly transfer of the Executive's
duties and responsibilities.

     5.       CONFIDENTIALITY; NON-DISCLOSURE.

     (a)      Except as provided in this Section 5(a), the Executive shall
not disclose any confidential or proprietary information of the Company and
the Employer or of their affiliates or subsidiaries to any person, firm,
corporation, association or other entity (other than the Company, the
Employer, their subsidiaries, officers or executives, attorneys, accountants,
bank lenders, agents, advisors or representatives thereof) for any reason or
purpose whatsoever (other than in the normal course of business on a
need-to-know basis after the Company or the Employer has received assurances
that the confidential or proprietary information shall be kept confidential),
nor

                                       5

<PAGE>

shall the Executive make use of any such confidential or proprietary
information for his own purposes or for the benefit of any person, firm,
corporation or other entity, except the Company and the Employer.  As used in
this Section 5(a), the term "confidential or proprietary information" means
all information which is or becomes known to the Executive and relates to
matters such as trade secrets, research and development activities, new or
prospective lines of business (including analysis and market research
relating to potential expansion of the business), books and records,
financial data, customer lists, marketing techniques, financing, credit
policies, vendor lists, suppliers, purchases, potential business
combinations, services procedures, pricing information and private processes
as they may exist from time to time; PROVIDED that the term "confidential or
proprietary information" shall not include information that is or become
generally available to the public (other than as a result of a disclosure in
violation of this Agreement by the Executive or by a person who received such
information from the Executive in violation of this Agreement).

     (b)      If the Executive is requested or (in the opinion of his
counsel) required by law or judicial order to disclose any confidential or
proprietary information, the Executive shall provide the Company or the
Employer with prompt notice of any such request or requirement so that the
Company or the Employer may seek an appropriate protective order or waiver of
the Executive's compliance with the provisions of this Section 5(a).  The
Executive will not oppose any reasonable action by, and will cooperate with,
the Employer to obtain an appropriate protective order or other reliable
assurance that confidential treatment will be accorded the confidential or
proprietary information.  If, failing the entry of a protective order or the
receipt of a waiver hereunder, he is, in the opinion of his counsel,
compelled by law to disclose a portion of the confidential or proprietary
information, the Executive may disclose to the relevant tribunal without
liability hereunder only that portion of the confidential or proprietary
information which counsel advises the Executive he is legally required to
disclose, and each of the parties hereto agrees to exercise such party's best
efforts to obtain assurance that confidential treatment will be accorded such
confidential or proprietary information.  During the Employment Period, and
for matters arising from events or circumstances occurring during the
Employment Period, the Company and the Employer will provide for the defense
of matters arising under this provision.

     6.       NON-SOLICITATION.  The Executive agrees that he shall not,
during and for the period commencing on the Effective Date and ending on the
date that is one year after the termination of the Employment Period, for any
reason whatsoever, either individually or as an officer, director,
stockholder, partner, agent or principal of another business firm, induce any
executive of the Company, the Employer or any of their affiliates or
subsidiaries to terminate such person's employment with the Company, the
Employer or such affiliate or subsidiary or hire any executive of the
Company, the Employer or any of their affiliates to work with any business
affiliated with the Executive, provided, that the provisions of this Section
6 shall not apply in the event that the Company or the Employer materially
breaches its obligations under this Agreement.

     7.       GENERAL PROVISIONS

                                       6

<PAGE>

     (a)      ENFORCEABILITY.  It is the desire and intent of the parties
hereto that the provisions of this Agreement shall be enforced to the fullest
extent permissible under the laws and public policies applied in each
jurisdiction in which enforcement is sought.  Accordingly, although the
Executive, the Company and the Employer consider the restrictions contained
in this Agreement to be reasonable for the purpose of preserving the
Employer's goodwill and proprietary right, if any particular provision of
this Agreement shall be adjudicated to be invalid or unenforceable, such
provision shall be deemed amended to delete therefrom the portion thus
adjudicated to be invalid or unenforceable, such deletion to apply only with
respect to the operation of such provision in the particular jurisdiction in
which such adjudication is made.  It is expressly understood and agreed that
although the Company, the Employer and the Executive consider the
restrictions contained in Section 6 to be reasonable, if a final
determination is made by a court of competent jurisdiction that the time or
territory or any other restriction contained in this Agreement is
unenforceable against the Executive, the provisions of this Agreement shall
be deemed amended to apply as to such maximum time and territory and to such
maximum extent as such court may judicially determine or indicate to be
enforceable.

     (b)      REMEDIES.  The parties acknowledge that the Company's and the
Employer's damages at law would be an inadequate remedy for the breach by the
Executive of any provision of Section 5 or Section 6, and agree in the event
of such breach that the Company or the Employer may obtain temporary and
permanent injunctive relief restraining the Executive from such breach, and,
to the extent permissible under the applicable statutes and rules of
procedure, a temporary injunction may be granted immediately upon the
commencement of any such suit. Nothing contained herein shall be construed as
prohibiting the Company or the Employer from pursuing any other remedies
available at law or equity for such breach or threatened breach of Section 5
or Section 6 of this Agreement.

     (c)      WITHHOLDING.  The Employer shall withhold such amounts from any
compensation or other benefits referred to herein as payable to the Executive
on account of payroll and other taxes as may be required by applicable law or
regulation of any governmental authority.

     (d)      ASSIGNMENT; BENEFIT.  This Agreement is personal in its nature
and the parties hereto shall not, without the written consent of the other,
assign or transfer this Agreement or any rights or obligations hereunder;
PROVIDED that the provisions hereof shall inure to the benefit of, and be
binding upon, each successor of the Company and the Employer, whether by
merger, consolidation, transfer of all or substantially all of its assets, or
otherwise.

     (e)      INDEMNITY.  The Company and the Employer hereby agrees to
indemnify and hold the Executive harmless consistent with the Employer's
policy against any and all liabilities, expenses (including attorney's fees
and costs), claims, judgements, fines, and amounts paid in settlement
actually and reasonably incurred in

                                       7

<PAGE>

connection with any proceeding arising out of the Executive's employment with
the Employer (whether civil, criminal, administrative or investigative, other
than proceedings by or in the right of the Company or the Employer), if with
respect to the actions at issue in the proceeding the Executive acted in good
faith and in a manner Executive reasonably believed to be in, or not opposed
to, the best interests of the Company and the Employer, and (with respect to
any criminal action) Executive had no reason to believe Executive's conduct
was unlawful.  Said indemnification arrangement shall (i) survive the
termination of this Agreement, (ii) apply to any and all qualifying acts of
the Executive which have taken place during any period in which he was
employed by the Employer, irrespective of the date of this Agreement or the
term hereof, including, but not limited to, any and all qualifying acts as an
officer and/or director of any affiliate while the Executive is employed by
the Employer and (iii) be subject to any limitations imposed from time to
time under applicable law.

     (f)      NOTICES.  All notices or other communications which are
required or permitted hereunder shall be in writing and sufficient if
delivered personally or sent by registered or certified mail, postage
prepaid, return receipt requested, sent by overnight courier, or sent by
facsimile (with confirmation of receipt), addressed as follows:

               If to the Employer:
                         NetGateway
                         300 Oceangate
                         Long Beach, CA 90802
                         Attention:  Secretary
                         Facsimile:  562-308-0021

               With a copy to
                         NetGateway, Inc.
                         300 Oceangate
                         Long Beach, CA 90802
                         Attention:  General Counsel
                         Facsimile:  562-308-0021

               If to the Executive:
                         Hanh Ngo
                         1230 Western Avenue
                         Glendale, California 91201
                         Facsimile:  562-308-0021

               With a copy to
                         Brock Silverstein LLC
                         One Citicorp Center, 56th Floor


                                       8

<PAGE>

                         New York, New York 10022
                         Attention:  Cynthia D. Mann, Esq.
                         Facsimile:  212-371-5500

or at such other address as the party to whom notice is to be given may have
furnished to the other party in writing in accordance herewith.  If such
notice or communication is mailed, such communication shall be deemed to have
been given on the fifth business day following the date on which such
communication is posted.

     (g)      DISPUTE RESOLUTION; ATTORNEY'S FEES.  The Company, the Employer
and the Executive agree that any dispute arising as to the parties' rights
and obligations hereunder shall be resolved by binding arbitration before a
private judge to be determined by mutually agreeable means.  In such event,
each of the Company, the Employer and the Executive shall have the right to
full discovery.  The Executive shall have the right, in addition to any other
relief granted by such arbitrator, to attorneys' fees in the event that a
claim brought by the Executive is decided in the Executive's favor (with the
amount of such fees being limited to those expended defending the claim or
claims decided in favor of the Executive).  Any judgment by such arbitrator
may be entered into any court with jurisdiction over the dispute.

     (h)      ACKNOWLEDGEMENT.  Executive acknowledges that he has been
advised by Employer to seek the advice of independent counsel prior to
reaching agreement with Employer or any of the terms of this Agreement.

     (i)      AMENDMENTS AND WAIVERS.  No modification, amendment or waiver,
of any provision of, or consent required by, this Agreement, nor any consent
to any departure herefrom, shall be effective unless it is in writing and
signed by the parties hereto.  Such modification, amendment, waiver or
consent shall be effective only in the specific instance and for the purpose
for which given.

     (j)      DESCRIPTIVE HEADINGS; CERTAIN INTERPRETATIONS.  Descriptive
headings are for convenience only and shall not control or affect the meaning
or construction of any provision of this Agreement.

     (k)      COUNTERPARTS; ENTIRE AGREEMENT.  This Agreement may be executed
in any number of counterparts, and each such counterpart hereof shall be
deemed to be an original instrument, but all such counterparts together shall
constitute one agreement.  This Agreement and the Option Agreement contain
the entire agreement among the parties with respect to the transactions
contemplated by this Agreement and the Option Agreement and supersede all
prior agreements or understandings among the parties with respect to the
Executive's employment by the Employer.

     (l)      GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA.

                                       9

<PAGE>

     (m)      CONSENT TO JURISDICTION.  EACH OF THE COMPANY, THE EMPLOYER AND
THE EXECUTIVE HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE
JURISDICTION OF THE UNITED STATES DISTRICT COURT LOCATED IN LOS ANGELES
COUNTY FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND THE EXECUTIVE
AGREES NOT TO COMMENCE ANY LEGAL PROCEEDING RELATING THERETO EXCEPT IN SUCH
COURT.  EACH OF THE COMPANY, THE EMPLOYER AND THE EXECUTIVE IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH HE MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN
SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

                                       10

<PAGE>


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.

                            NETGATEWAY, INC.


                            By:
                               ---------------------------------
                                  Name:
                                  Title:




                               ---------------------------------
                                 Hanh Ngo


                                       11

<PAGE>
                                                                     EXHIBIT B

                                  GROSS-UP PAYMENT

     In the event that any payment received by Executive or paid by the
Company or the Employer on behalf of Executive under this Agreement or under
any other plan, arrangement or agreement with the Company, the Employer or
any person whose actions result in a Change in Control (provided that the
Company and the Employer approve of the arrangement pursuant to which the
payment by such person is made to Executive) or any person affiliated with
the Company or the Employer or such person (collectively, the "Total
Payments") will be subject to the excise tax (the "Excise Tax") imposed by
Section 4999 of the Code, the Company or the Employer shall pay to Executive
an additional amount (the "Gross-Up Payment") such that the net amount
retained or to be retained by Executive, after deduction of any Excise Tax on
the Total Payments and on any Federal, state and local income, excise and/or
other taxes upon the Gross-Up Payment provided for hereunder, shall be equal
to the Total Payments.

     For purposes of determining whether any of the Total Payments will be
subject to the Excise Tax and the amount of such Excise Tax, (i) the Total
Payments shall be treated as "parachute payments" within the meaning of
Section 280G(b)(2) of the Code, and all "excess parachute payments" within
the meaning of Section 280G(b)(1) of the Code shall be treated as subject to
the Excise Tax, unless in the opinion of tax counsel selected by the
Company's independent auditors and reasonably acceptable to Executive, the
Total Payments (in whole or in part) do not constitute parachute payments,
including by reason of Section 280G(b)(4)(A) of the Code, or such excess
parachute payments (in whole or in part) represent reasonable compensation
for services actually rendered, within the meaning of Section 280G(b)(4)(B)
of the Code, in excess of the Base Amount allocable to such reasonable
compensation, or are otherwise not subject to the Excise Tax, and (ii) the
value of any non-cash benefits or any deferred payment or benefit shall be
determined by the Company's independent auditors in accordance with the
principles of Section 280G(d)(3) and (4) of the Code.

     For purposes of determining the amount of the Gross-Up Payment,
Executive shall be deemed to pay Federal income and other taxes at the
highest applicable marginal rate of taxation in the calendar year in which
the Gross-Up Payment is to be made and state and local income and other taxes
at the highest applicable marginal rate of taxation in the state and locality
of Executive's residence on the date the Gross-Up Payment is to be made, net
of the maximum reduction in Federal income taxes which could be obtained from
deduction of such state and local taxes and any other taxes.  In the event
that the Excise Tax is subsequently determined to be less than the amount
originally taken into account hereunder, Executive shall repay to the Company
or to the Employer, as the case may be, at the time that the amount of such
reduction in Excise Tax is finally determined, the portion of the Gross-Up
Payment attributable to such reduction (plus that portion of the Gross-Up
Payment attributable to the Excise Tax and Federal, state and local income
and other taxes imposed on the Gross-Up Payment being repaid by Executive to
the extent that such repayment results in an actual reduction in Excise Tax
and/or a Federal, state or local income tax deduction) plus interest on the
amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the
Code (provided, however, that if all or any portion of the amount of any
repayment made to Executive by any governmental entity shall be made at a
higher rate of interest than that provided under Section 1274(b)(2)(B) of the
Code (the "Higher Interest Rate Amount"), Executive shall also repay to the
Company or to the Employer, as the case may be, interest on the Higher
Interest Rate Amount at a rate equal to the excess of such higher rate of
interest over the rate provided under Section 1274(b)(2)(B) of the Code).  In
the event that the Excise Tax is determined to exceed the amount originally
taken into account hereunder (including

                                       12

<PAGE>

by reason of any payment the existence or amount of which cannot be
determined at the time of the Gross-Up Payment), the Company or the Employer,
as the case may be, shall make an additional Gross-Up Payment in respect of
such excess (plus any interest, penalties or additions to tax payable by
Executive with respect to such excess) at the time that the amount of such
excess is finally determined.  The parties agree that such excess will be
considered to have been finally determined at the conclusion of Internal
Revenue Service administrative appellate proceedings, unless the parties
mutually agree to pay or settle such amount earlier, or agree to pursue an
appeal further.  Each of Executive, the Company and the Employer shall
reasonably cooperate with each other in connection with any administrative or
judicial proceedings concerning the existence or amount of liability for
Excise Tax with respect to the Total Payments.  In the event of an audit or
other administrative or judicial proceeding relating to or arising from the
issue of potential liability for the Excise Tax, the Company shall pay all
attorneys' and accountants' fees and other costs reasonably incurred by the
Executive in connection with the audit or other proceeding to the extent such
fees and costs relate to such liability, provided, that in the case of
judicial or administrative proceedings, the Company consents to the pursuit
of such proceedings.

     The Gross-Up Payment payable pursuant hereto shall be payable (or, as
applicable, withheld), in whole or in part as applicable, on the earlier of
(i) the date the Company or the Employer is required to withhold the Excise
Tax pursuant to Section 4999 of the Code, or (ii) the date the Executive is
required to pay the Excise Tax.

     Executive shall notify the Company and the Employer of any audit or
review by the Internal Revenue Service of Executive's Federal income tax
return for the year in which a payment under this Agreement is made within
ten days of Executive's receipt of such audit or review.  In addition,
Executive shall also notify the Company and the Employer of the final
resolution of such audit or review within then days of such resolution.

                                       13

Source: OneCLE Business Contracts.